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- S-4/A Registration of securities issued in business combination transactions
- 2.1 Exhibit 2.1
- 3.1 Exhibit 3.1
- 3.2 Exhibit 3.2
- 3.3 Exhibit 3.3
- 3.4 Exhibit 3.4
- 3.5 Exhibit 3.5
- 3.6 Exhibit 3.6
- 3.7 Exhibit 3.7
- 3.8 Exhibit 3.8
- 3.9 Exhibit 3.9
- 3.10 Exhibit 3.10
- 3.11 Exhibit 3.11
- 3.12 Exhibit 3.12
- 3.13 Exhibit 3.13
- 3.14 Exhibit 3.14
- 3.15 Exhibit 3.15
- 3.16 Exhibit 3.16
- 3.17 Exhibit 3.17
- 3.18 Exhibit 3.18
- 3.19 Exhibit 3.19
- 3.20 Exhibit 3.20
- 3.21 Exhibit 3.21
- 3.22 Exhibit 3.22
- 3.23 Exhibit 3.23
- 3.24 Exhibit 3.24
- 3.25 Exhibit 3.25
- 3.26 Exhibit 3.26
- 3.27 Exhibit 3.27
- 3.28 Exhibit 3.28
- 3.29 Exhibit 3.29
- 3.30 Exhibit 3.30
- 3.31 Exhibit 3.31
- 3.32 Exhibit 3.32
- 3.33 Exhibit 3.33
- 3.34 Exhibit 3.34
- 3.35 Exhibit 3.35
- 3.36 Exhibit 3.36
- 3.37 Exhibit 3.37
- 3.38 Exhibit 3.38
- 3.39 Exhibit 3.39
- 3.40 Exhibit 3.40
- 3.41 Exhibit 3.41
- 3.42 Exhibit 3.42
- 3.43 Exhibit 3.43
- 3.44 Exhibit 3.44
- 3.45 Exhibit 3.45
- 3.46 Exhibit 3.46
- 3.47 Exhibit 3.47
- 3.48 Exhibit 3.48
- 3.49 Exhibit 3.49
- 3.50 Exhibit 3.50
- 3.51 Exhibit 3.51
- 3.53 Exhibit 3.53
- 3.54 Exhibit 3.54
- 3.55 Exhibit 3.55
- 3.56 Exhibit 3.56
- 3.57 Exhibit 3.57
- 3.58 Exhibit 3.58
- 3.59 Exhibit 3.59
- 3.60 Exhibit 3.60
- 3.61 Exhibit 3.61
- 3.62 Exhibit 3.62
- 3.63 Exhibit 3.63
- 3.64 Exhibit 3.64
- 3.65 Exhibit 3.65
- 3.66 Exhibit 3.66
- 3.67 Exhibit 3.67
- 3.68 Exhibit 3.68
- 3.69 Exhibit 3.69
- 3.70 Exhibit 3.70
- 3.71 Exhibit 3.71
- 3.72 Exhibit 3.72
- 3.73 Exhibit 3.73
- 3.74 Exhibit 3.74
- 3.75 Exhibit 3.75
- 3.76 Exhibit 3.76
- 3.77 Exhibit 3.77
- 3.78 Exhibit 3.78
- 3.79 Exhibit 3.79
- 3.81 Exhibit 3.81
- 3.82 Exhibit 3.82
- 3.83 Exhibit 3.83
- 3.84 Exhibit 3.84
- 3.85 Exhibit 3.85
- 3.86 Exhibit 3.86
- 3.87 Exhibit 3.87
- 3.88 Exhibit 3.88
- 3.89 Exhibit 3.89
- 3.90 Exhibit 3.90
- 3.91 Exhibit 3.91
- 3.92 Exhibit 3.92
- 3.93 Exhibit 3.93
- 3.94 Exhibit 3.94
- 3.95 Exhibit 3.95
- 3.96 Exhibit 3.96
- 3.97 Exhibit 3.97
- 3.98 Exhibit 3.98
- 3.99 Exhibit 3.99
- 3.100 Exhibit 3.100
- 3.101 Exhibit 3.101
- 3.102 Exhibit 3.102
- 3.103 Exhibit 3.103
- 3.104 Exhibit 3.104
- 3.105 Exhibit 3.105
- 3.106 Exhibit 3.106
- 3.107 Exhibit 3.107
- 3.108 Exhibit 3.108
- 3.109 Exhibit 3.109
- 3.110 Exhibit 3.110
- 3.111 Exhibit 3.111
- 3.112 Exhibit 3.112
- 3.113 Exhibit 3.113
- 3.114 Exhibit 3.114
- 3.115 Exhibit 3.115
- 3.116 Exhibit 3.116
- 3.117 Exhibit 3.117
- 3.118 Exhibit 3.118
- 3.119 Exhibit 3.119
- 3.120 Exhibit 3.120
- 3.121 Exhibit 3.121
- 3.122 Exhibit 3.122
- 3.123 Exhibit 3.123
- 3.124 Exhibit 3.124
- 3.125 Exhibit 3.125
- 3.126 Exhibit 3.126
- 3.127 Exhibit 3.127
- 3.128 Exhibit 3.128
- 3.129 Exhibit 3.129
- 3.130 Exhibit 3.130
- 3.131 Exhibit 3.131
- 3.132 Exhibit 3.132
- 3.133 Exhibit 3.133
- 3.134 Exhibit 3.134
- 3.135 Exhibit 3.135
- 3.136 Exhibit 3.136
- 3.137 Exhibit 3.137
- 3.138 Exhibit 3.138
- 3.139 Exhibit 3.139
- 3.140 Exhibit 3.140
- 3.141 Exhibit 3.141
- 3.142 Exhibit 3.142
- 3.143 Exhibit 3.143
- 3.144 Exhibit 3.144
- 3.145 Exhibit 3.145
- 3.146 Exhibit 3.146
- 3.147 Exhibit 3.147
- 3.148 Exhibit 3.148
- 3.149 Exhibit 3.149
- 3.150 Exhibit 3.150
- 3.151 Exhibit 3.151
- 3.152 Exhibit 3.152
- 3.153 Exhibit 3.153
- 3.154 Exhibit 3.154
- 3.155 Exhibit 3.155
- 3.156 Exhibit 3.156
- 3.157 Exhibit 3.157
- 3.158 Exhibit 3.158
- 3.159 Exhibit 3.159
- 3.160 Exhibit 3.160
- 3.161 Exhibit 3.161
- 3.162 Exhibit 3.162
- 3.163 Exhibit 3.163
- 3.164 Exhibit 3.164
- 3.165 Exhibit 3.165
- 3.166 Exhibit 3.166
- 3.167 Exhibit 3.167
- 3.168 Exhibit 3.168
- 3.169 Exhibit 3.169
- 3.170 Exhibit 3.170
- 3.171 Exhibit 3.171
- 3.172 Exhibit 3.172
- 3.173 Exhibit 3.173
- 3.174 Exhibit 3.174
- 3.175 Exhibit 3.175
- 3.176 Exhibit 3.176
- 3.177 Exhibit 3.177
- 3.178 Exhibit 3.178
- 3.179 Exhibit 3.179
- 3.180 Exhibit 3.180
- 3.181 Exhibit 3.181
- 3.182 Exhibit 3.182
- 3.183 Exhibit 3.183
- 3.184 Exhibit 3.184
- 3.185 Exhibit 3.185
- 3.186 Exhibit 3.186
- 3.187 Exhibit 3.187
- 3.188 Exhibit 3.188
- 3.189 Exhibit 3.189
- 3.190 Exhibit 3.190
- 3.191 Exhibit 3.191
- 3.192 Exhibit 3.192
- 3.193 Exhibit 3.193
- 3.194 Exhibit 3.194
- 3.195 Exhibit 3.195
- 3.196 Exhibit 3.196
- 3.197 Exhibit 3.197
- 3.198 Exhibit 3.198
- 3.199 Exhibit 3.199
- 3.200 Exhibit 3.200
- 3.201 Exhibit 3.201
- 3.202 Exhibit 3.202
- 23.2 Exhibit 23.2
- 24.3 Exhibit 24.3
- COVER Cover
Exhibit 3.49
[SEAL]
|
SECRETARY OF STATE
I, Kevin Shelley, Secretary of State of the State of California, hereby certify:
That the attached transcript of 3 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct.
[SEAL] | IN WITNESS WHEREOF, I execute this | ||
certificate and affix the Great Seal of | |||
the State of California this day of | |||
| |||
| JAN 21 2004 | ||
|
| ||
| /s/ Kevin Shelley |
| |
| Secretary of State |
| 894126 | |||
| FILED | |||
| In the Office of the Secretary of State | |||
| of the State of California | |||
| AUG 7 1978 | |||
| March Fong Eu Secretary of State | |||
|
| By | /s/ Bill Holden |
|
| Deputy |
ARTICLES OF INCORPORATION
OF
FOSTER FREES MUSIC, INC.
ONE: The name of this corporation is:
FOSTER FREES MUSIC, INC.
TWO: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THREE: The total number of shares authorized to be issued is 25,000 with a par value of $1.00 per share and an aggregate par value of $25,000.00. Such shares may be issued from time to time for such consideration as the director from time to time determines.
FOUR: Each shareholder in this corporation shall be entitled to full pre-emptive, or preferential rights as such rights are defined by law, to subscribe for or purchase his proportional share of any shares which may be issued at any time by this corporation.
FIVE: (a) This corporation is a close corporation. All of the corporation’s issued shares of all classes shall be held of record by not more than ten persons. In determining the number of shareholders for the purpose of this paragraph (a), a husband and wife and the personal representative of either shall be counted as one regardless of how shares may be held by either or both of them; a trust or personal representative of a decedent holding shares shall be counted as one regardless of the number of trustees or
beneficiaries; and a partnership, corporation or business association holding shares shall be counted as one (except that any such trust or entity the primary purpose of which was the acquisition or voting of the shares shall be counted according to the number of beneficial interest therein).
Any attempted voluntary inter vivos transfer which would violate the provisions of this paragraph (a) is void. By virtue of Section 421 of the California General Corporation Law, each holder of shares of the corporation whether original or subsequent, by accepting a certificate for the shares containing the legend required by Section 148 (c) of the California General Corporation Law agrees and consents that such holder cannot make any transfer of shares which would violate the provisions of this paragraph (a) or the provisions of Section 418 (d) of the California General Corporation Law and waives any right which such holder might otherwise have under any other law to sell such shares to a greater number of purchasers or to demand any registration thereof under the Securities Act of 1933, as now or hereafter amended,or as provided in any statute adopted in substitution therefore, or otherwise, so long as the corporation is a close corporation.
SIX: The name and address of the corporation’s initial agent for service of process in the State of California is:
Ned N. Shankman
1888 Century Park East, Suite 622
Los Angeles, California 90067
SEVEN: The initial director is:
David Foster
11102 Blix Street
No. Hollywood, California 91602
| /s/ David Foster |
|
| DAVID FOSTER |
The undersigned declares that he is the sole Incorporator and Director of these Articles of Incorporation and hereby declares that this instrument is his act and deed.
| /s/ David Foster |
|
| DAVID FOSTER |
| [SEAL] |